A pivotal hearing will take place on Monday, June 23, in the Ontario Superior Court of Justice (Commercial List), where Hudson’s Bay Company ULC and affiliated debtors will seek approval to assign three key retail leases in British Columbia to Ruby Liu Commercial Investment Corp., the Canadian retail property group chaired by Weihong (Ruby) Liu.
The motion, returnable before Justice Osborne, seeks an “Affiliate Lease Assignment Order” that would approve the transfer of the company’s rights and interests in leases at Tsawwassen Mills in Tsawwassen, Mayfair Shopping Centre in Victoria, and Woodgrove Centre in Nanaimo. The transaction is part of Hudson’s Bay’s broader effort to restructure under the Companies’ Creditors Arrangement Act (CCAA) after seeking creditor protection on March 7, 2025.
Ruby Liu Commercial Investment Corp. Selected as Successful Bidder
Following a court-authorized lease monetization process that launched in March, Hudson’s Bay, with the support of court-appointed Monitor Alvarez & Marsal Canada Inc. and broker Oberfeld Snowcap Inc., marketed over 100 leaseholds to prospective buyers. A total of 12 parties submitted qualified bids by the May 1 deadline, resulting in competitive interest in select properties.
Ruby Liu Commercial Investment Corp’s bid for the three British Columbia leases emerged as the “Successful Bid”, with a combined offer of $6 million, or $2 million per lease. The selection was based on criteria including price, structure, financial capacity, and timing. The company is affiliated with the landlords of all three properties and has already secured the required landlord consents.
As outlined in court filings, the assignment agreement is supported by the Monitor, Oberfeld, and Hudson’s Bay’s senior secured lenders, including the FILO Agent and Pathlight Agent. The company’s board of directors determined it to be the most favourable transaction for the assets in question.
Importantly, the agreement names Weihong Liu (Ruby Liu) as the personal guarantor of the lease transaction. This signals a direct financial commitment from Liu, who leads Central Walk and is spearheading its retail redevelopment strategy in Canada. Central Walk affiliates own and operate the three destination malls where the leases are located, further simplifying the assignment process and aligning long-term interests.
Assignment Agreement Structured to Minimize Risk
The Affiliate Lease Assignment Agreement, signed May 23, 2025, is structured as three separate legal agreements—one per lease. If any lease assignment fails to close, the others may still proceed independently. This modular format reduces transactional risk and maximizes the chances of securing value from each property.
The agreement also notes that no cure costs are required to bring the leases into compliance, as the tenancies are not in default. Additionally, the deal excludes furniture, fixtures, equipment (FF&E), trade fixtures, intellectual property, and artwork from the transaction. These exclusions preserve certain assets for liquidation or transfer under separate arrangements.
Ruby Liu Commercial Investment Corp. has paid a $600,000 deposit specifically for the three leases. The Monitor is also holding an additional $9.4 million deposit related to a separate agreement for up to 25 more lease assignments (detailed below). Under the terms of the agreement, both deposits are subject to forfeiture in favour of Hudson’s Bay if Ruby Liu Commercial Investment Corp. defaults on its obligations.
Broader 25-Lease Assignment Deal Underway
In parallel with the current motion, Hudson’s Bay and Ruby Liu Commercial Investment Corp. have executed a broader asset purchase agreement (APA) involving up to 25 additional Hudson’s Bay leases across Canada. That deal is not part of the June 23 motion but is expected to be brought before the court once required landlord consents are secured.
As of early June, representatives from Hudson’s Bay, Ruby Liu Commercial Investment Corp., Oberfeld, and the Monitor had met with all landlords involved in the 25-lease APA to begin the consent process. Ruby Liu Commercial Investment Corp. also sent business plan outlines for each site to the landlords on June 6, 2025. Some landlords have raised information requests and concerns, which are being addressed collaboratively in preparation for a follow-up motion.
If completed, the 25-lease transaction would represent a major expansion of Ruby Liu Commercial Investment Corp. and Central Walk’s retail real estate holdings in Canada, especially in mid-to-large format suburban shopping centres.
Dozens of Leases Remain Unsold
Despite the competitive process, 62 Hudson’s Bay leases received no qualified bids by the May 1 deadline. Under the terms of the Lease Monetization Order, Hudson’s Bay must formally issue notices of disclaimer for any remaining unsold leases by July 15, 2025.
This suggests a significant number of retail locations will be returned to landlords, leaving anchor vacancies in shopping centres across the country. These outcomes may spur further redevelopment or temporary occupancy strategies by landlords.
Court to Seal Confidential Summary of Bids
As part of the motion, Hudson’s Bay is requesting an order to seal a confidential appendix in the Monitor’s Fifth Report. The document summarizes competing bids received for the three British Columbia leases. The company argues that public disclosure of the economic terms could jeopardize closing and affect landlord relationships.
The sealing order is expected to be temporary and limited to the period until the lease transactions close.
The requested relief is being brought under Sections 11, 11.3, 32, and 36 of the Companies’ Creditors Arrangement Act, which permit courts to approve lease assignments, asset sales, and operational changes during insolvency proceedings. The motion also cites relevant provisions of the Ontario Rules of Civil Procedure and the court’s inherent jurisdiction to supervise complex restructurings.
Name Changes for HBC Entities Also Sought
In addition to approving the lease assignment, the June 23 motion seeks to amend the court’s earlier Approval and Vesting Order related to Canadian Tire Corporation’s purchase of certain HBC assets. Under the terms of that agreement, Hudson’s Bay and several of its affiliates are required to change their legal names to eliminate confusion with the iconic brand.
The following entities will seek permission to file name change documents:
- Hudson’s Bay Company ULC
- The Bay Limited Partnership
- HBC YSS 1 LP Inc.
- HBC YSS 2 LP Inc.
Once the name changes are completed, the style of cause for the CCAA proceedings will also be updated to reflect the new identities. The company has not yet disclosed its future legal names.
Outlook: More Court Motions to Follow
If approved, the three lease assignments to Ruby Liu Commercial Investment Corp. must close by July 30, 2025. The Monitor’s Fifth Report, expected before the June 23 hearing, will further detail the transaction and the broader lease marketing process.
With landlord consultations ongoing and additional bids being reviewed, Hudson’s Bay is anticipated to return to court in the coming weeks to seek approval for the 25-lease transaction and address unsold leases through formal disclaimers.
The outcome of these motions will play a central role in how Hudson’s Bay winds down its retail footprint and how mall landlords reposition former flagship locations in the wake of one of Canada’s most significant retail restructurings.
